The Raw Material Supply Agreement is a vital commercial contract used to establish and govern the ongoing supply relationship between suppliers and buyers of raw materials in Malaysia. This document is essential when companies require a steady supply of materials for their manufacturing or processing operations, need to ensure consistent quality standards, and want to establish clear commercial terms. The agreement, governed by Malaysian law, typically includes detailed provisions on specifications, pricing, delivery, quality control, and compliance with local regulations such as the Sale of Goods Act 1957 and relevant industry standards. It's particularly important for businesses operating in manufacturing, industrial processing, or trading sectors where reliable access to raw materials is crucial for operations. The document helps manage supply chain risks, ensures regulatory compliance, and provides a clear framework for resolving potential disputes.
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1. Parties: Identification of supplier and buyer, including registration details and addresses
2. Background: Context of the agreement, business relationship, and purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Supply Obligations: Core obligations of supplier to provide raw materials and buyer to purchase
5. Quality Requirements: Quality standards, specifications, and compliance requirements
6. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements
7. Price and Payment: Pricing mechanism, payment terms, and invoicing requirements
8. Title and Risk: Transfer of ownership and risk in the raw materials
9. Warranties: Supplier warranties regarding quality, compliance, and fitness for purpose
10. Term and Termination: Duration of agreement and termination rights
11. Force Majeure: Events excusing performance and consequences
12. Confidentiality: Protection of confidential information
13. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction provisions
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Minimum Purchase Commitment: Used when buyer commits to minimum purchase volumes
2. Exclusivity: Include when there are exclusive supply or purchase obligations
3. Storage and Handling: Required for sensitive materials needing specific storage conditions
4. Insurance: Detailed insurance requirements for high-value or hazardous materials
5. Intellectual Property: Needed if proprietary processes or technology are involved
6. Environmental Compliance: Required for materials with environmental impact
7. Import/Export Compliance: Include for international supply arrangements
8. Product Development: Use when parties collaborate on material specifications
9. Security Requirements: For sensitive or regulated materials
10. Change Control: Include for materials requiring strict change management
1. Schedule 1 - Product Specifications: Detailed technical specifications of raw materials
2. Schedule 2 - Pricing Schedule: Price list, pricing mechanism, and any volume discounts
3. Schedule 3 - Quality Standards: Detailed quality requirements and testing procedures
4. Schedule 4 - Delivery Requirements: Delivery locations, timeframes, and logistics specifications
5. Schedule 5 - Key Performance Indicators: Performance metrics and measurement criteria
6. Schedule 6 - Form of Purchase Order: Standard form for placing orders
7. Schedule 7 - Storage Requirements: Technical requirements for material storage and handling
8. Schedule 8 - Compliance Requirements: List of applicable regulations and compliance standards
9. Appendix A - Safety Data Sheets: Material safety information and handling instructions
10. Appendix B - Testing Procedures: Detailed procedures for quality testing and acceptance
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